Exhibit 5.2



                                December 7, 2001

PPL Energy Supply, LLC
Two North Ninth Street
Allentown, Pennsylvania 18101


Ladies and Gentlemen:

         We are acting as special counsel to PPL Energy Supply, LLC (the
"Company") with respect to the Registration Statement on Form S-4 to be filed by
the Company on or about the date hereof with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to (i) the registration of $500,000,000 in aggregate principal amount
of the Company's Senior Notes, 6.40% Exchange Series A due 2011 (the "New
Notes"), in connection with an offer by the Company to issue the New Notes in
exchange for its Senior Notes, 6.40% Series A due 2011, which are currently
outstanding, all as described in the Registration Statement, and (ii) the
qualification under the Trust Indenture Act of 1939, as amended, of the
Company's Indenture, dated as of October 1, 2001, as heretofore supplemented
(the "Indenture"), to the JPMorgan Chase Bank, as trustee (the "Trustee") under
which the New Notes are to be issued.

         We have examined such corporate records, certificates and other
documents and have reviewed such questions of law as we have considered
necessary or appropriate for purposes of the opinions as expressed below. As to
various questions of fact relevant to the opinion set forth below, we have
relied upon certificates and other oral and written assurances of public
officials and officers or other employees of the Company, its subsidiaries and
its affiliates. Based on such examination and review, we advise you as follows:

         We are of the opinion that the New Notes, when issued and delivered by
the Company and authenticated by the Trustee in accordance with the Indenture
and as contemplated in the Registration Statement, will become legal, valid and
binding obligations of the Company, enforceable in accordance with their terms,
except to the extent limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or moratorium laws or by other laws relating to or affecting the
enforcement of creditors' rights and by general equity principles.

         We are further of the opinion that the information contained in the
Registration Statement under "Certain U.S. Federal Income Tax Considerations"
constitutes an accurate description, in general terms, of the indicated federal



December 7, 2001
Page 2

income tax consequences to holders of the New Notes of the exchange offer
contemplated in the Registration Statement.

         We hereby authorize and consent to the use of this opinion as Exhibit
5.2 to the aforesaid Registration Statement on Form S-3. We further consent to
the use of our name in said Registration Statement and the Prospectus
constituting a part thereof.

         This opinion is limited to the facts and law as they exist on the date
hereof. This opinion is limited to the laws of the State of New York, the
Delaware Limited Liability Company Act and the federal laws of the United States
of America.

         In rendering his opinion of even date addressed to you, Michael A.
McGrail, Senior Counsel of PPL Services Corporation, may rely upon this opinion
as to all matters of New York law addressed herein as if this opinion were
addressed directly to him. Except as aforesaid, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person or entity for any purpose.

                                                Very truly yours,

                                                /s/ THELEN REID & PRIEST LLP

                                                THELEN REID & PRIEST LLP